UBS REAL ESTATE INVESTMENTS INC.

1285 Avenue of the Americas, 11^th Floor

New York, New York 10019

October 24, 2005
Ashford Hospitality Limited Partnership 
14185 Dallas Parkway; Suite 1100
Dallas, Texas 75254

Re: Interest Rate Lock Agreement for Ashford 8 Property Portfolio (Pool 1)

Ladies and Gentlemen:

Ashford Hospitality Limited Partnership ("Borrower's Sponsor") has submitted an application dated as of August 17, 2005 (the "Application") to UBS Real Estate Investments Inc. ("UBS") whereby, subject to the terms and conditions of the Application, Borrower's Sponsor has applied to UBS for a mortgage loan (the "Loan") to a special purpose entity (the "Borrower") in the anticipated principal amount of up to$110,700,000 (the "Anticipated Loan Amount") to be secured by the real property and other assets (collectively, the "Property") set forth in the Application. Capitalized terms used but not defined in this letter agreement (the "Agreement") shall have the meaning set forth in the Application. Borrower's Sponsor has requested UBS to establish and fix an Interest Rate for the Loan notwithstanding that UBS has made no obligation or commitment to make the Loan and that UBS has not completed its legal and underwriting due diligence on the Property and has not received credit approval for the loan. In order to grant Borrower's Sponsor's request, Borrower's Sponsor and UBS agree as follows:

1. Borrower's Sponsor shall deposit with UBS an amount equal to two percent (2.0%) of the Anticipated Loan Amount (such amount, as may be increased from time to time in accordance with this Agreement, the "Rate Lock Deposit"). Subject to the conditions set forth below, the Interest Rate payable by the Borrower on the Anticipated Loan Amount shall be fixed at a rate (the "Locked Interest Rate") equal to the (X) sum of: (a) 83.25 basis points (the "Interest Rate Spread"); plus (b) the yield at the time of Early Rate Lock (as defined below) on the Benchmark Swap Rate (as defined on Exhibit A attached hereto) plus (c) any increases in the Locked Interest Rate as specified in the Transaction Costs section of the Rate Lock Confirmation. The Locked Interest Rate shall be established and fixed (the "Early Rate Lock") upon (i) UBS's receipt of this executed Agreement, (ii) UBS's receipt of the Rate Lock Deposit in immediately available funds (by acceptable certified check or wire transfer), and (iii) UBS's determination that Borrower's Sponsor (and/or Borrower) is not in breach of any of the terms, provisions or conditions of the Application and that Borrower's Sponsor is proceeding with the Loan diligently and in good faith. The Locked Interest Rate shall be confirmed in writing on a rate lock confirmation (the "Rate Lock Confirmation") in the form attached hereto as Exhibit A. The Locked Interest Rate is subject to increase as provided for in the Agreement and in the Rate Lock Confirmation.

2. The Locked Interest Rate shall be applicable only if the Loan is funded at any time from the date hereof through the date that is [30] days following the date the Locked Interest Rate is established (the "Rate Lock Period").

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